Form of Nominating Agreement Sample Contracts

FORM OF NOMINATING AGREEMENT

Form of Nominating Agreement • January 31st, 2005 • Fairpoint Communications Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Form of Nominating Agreement
• Filed
  January 31st, 2005
• Company
  Fairpoint Communications Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS NOMINATING AGREEMENT (this “Agreement”), dated as of February [__], 2005, is entered into by and among FairPoint Communications, Inc., a Delaware corporation (the “Company”), Kelso Investment Associates V, L.P., a Delaware limited partnership (“KIA V”), Kelso Equity Partners V, L.P., a Delaware limited partnership (“KEP V” and together with KIA V, “Kelso”) and Thomas H. Lee Equity Fund IV, L.P., a Delaware limited partnership (“THL”). Kelso and THL, together with the affiliates of THL listed on Schedule A attached hereto, are referred to herein collectively as the “Stockholders.”